From his castle located in the Virginia Smokies, Professor Power has a team of scientists transfers his mind into the body of his son Matthew, giving Power a newly vital and youthful body to continue his plans after his last defeat at the hands of Spider-Man and Professor X. With his enhanced strength and powers, Professor Power seeks to get revenge against Charles Xavier by attacking those that Xavier views as his children, namely members of the X-Men. Three days later, the Beast is at Kennedy airport with his girlfriend Vera Cantor to meet his parents who are coming to New York to visit their son. Hank is excited to reunite with his parents as he hasn't seen them since he first joined the X-Men years earlier. The Beast is a little concerned about meeting his parents because they were uneasy about him being a mutant before he further mutated himself further and grew fur. While his father, Norton, is happy to see his son and is proud that Henry was a member of the Avengers, however, his mother Edna is taken aback by what her son appears to be.

Meanwhile, in Forest Hills, Peter Parker and his classmates help his Aunt May move back into her home, which she is turning into a rooming house for the elderly. They also meet May's tenants: the scholarly Arthur Chekov, the bickering Palermos, and the Lund sisters. The unpacking is briefly interrupted when they come across Aunt May's old photo album full of pictures of Peter when he was a baby. It's then that Nathan Lubenski suggests that they go out for food. Arthur suggests that they go to an Indian restaurant near Rockafeller Center, the Flavors of Bombay. As it turns out, this is where the Beast, his parents, and Vera have gone to that same restaurant. It's here that Edna McCoy's disdain for her son becomes apparent when he tries to touch her and she recoils and calls him a freak. Having had enough, she says that the Beast is not her son and leaves. When Hank asks his father what the problem is, Norton explains that his wife has had a hard time adjusting to all the changes Hank has undergone since he left home to attend Xavier's School for Gifted Youngsters. While the Beast can understand, he wants to talk to her anyway.

Outside, the Beast searches for his mother, lost in thought about how much stress his being a mutant must have been on his family. He is then is attacked by Professor Power, who is seeking to get revenge against Professor X by killing his "children", members of the X-Men. Power has selected the Beast as he is one of the original X-Men and one of the most visible members. The pair battle it out in the streets, but the Beast is no match against Professor Power's superior strength and built into his armor. One of Power's blows sends the Beast flying past the car carrying Peter, his friends, and Aunt May's borders. His spider-sense buzzing, Peter tells the others that he has to take photos of the battle for the Daily Bugle. This gives Peter the opportunity to slip away and change into Spider-Man. His bravery is noted by Roger Hochberg's girlfriend, Mia Carrera is interested in those qualities.

Spider-Man arrives just in time to prevent Professor Power from blasting the Beast. The wall-crawler tries to jump on Power, who takes him high into the air and sends Spider-Man falling to his doom. This is prevented thanks to the quick thinking of the Beast who leaps up and catches Spider-Man. As the battle rages on a crowd begins to gather to watch. Meanwhile, not far away, Edna McCoy is in her hotel room looking at old photos of her son. Her attention is taken to the window where she witnesses the battle. On the street, the Beast is injured prompting a little boy to come and help. When Professor Power launches his next attack, the Beast tosses the boy into the safety of Spider-Man's arms. This leaves him open to begin blasted from behind by Power. Spider-Man tries to stop Power from killing the Beast, but he is once again overpowered. Edna McCoy cannot help fearing for the life of her son and rushes outside. Power has picked up a piece of construction equipment and

Edna runs to her son's side and pleads to Professor Power to spare her child. This appeal begins to reach Professor Power who had just recently lost his own son. This gives Spider-Man the chance to recover in time to snare Power in a web line and pull him to the ground, crushing him under the machine he was going to drop on the Beast. This doesn't phase Power, who has been touched by what Edna McCoy said about her son and decides to spare him. However, he warns Spider-Man that he will be back to get revenge against him, and Charles Xavier, and then flies away. With the battle over, Edna and her husband check on their son, having come to terms with the changes he has undergone.

Notes

Continuity Notes

This story has multiple mentions to Professor Power's past battles with Spider-Man in Marvel Team-Up #117-118.